Common use of Sale and Transfer Restrictions Clause in Contracts

Sale and Transfer Restrictions. The Employee acknowledges and agrees that (i) the Employee will sell no more than 7% of his total shareholding, as part of the IAC investment pursuant to the Transaction Agreement and the exercise by IAC of its warrant (the “Warrant”) to purchase the amount of shares required for IAC to hold in the aggregate 51% of fully diluted shares of the Company (the “IAC investment”) and an offering of securities by the Company on the Nasdaq National Market (“the IPO”), and (ii) the Employee will further be restricted to sell in the aggregate (i.e., including the 7% or less portion sold as part of the IAC investment and the IPO) no more than 15% of his total shareholding (the “15% Restriction”) during the three years following the IPO or three years following the exercise of the Warrant in the event there is no IPO (the “Sale Limit Period”). In the event of a Termination of this Agreement for any reason, whether by the Company or the Employee, then the Sale Limit Period applicable to the Employee will end upon the earlier of (a) the date which is three years following the IPO or the three years following the exercise of the Warrant in the event there is no IPO, if and as applicable, and (b) the date which is one year following the date of such Termination; provided, that following the Effective Date, the Company and IAC will discuss and consider in good faith potential individual exceptions to the 15% Restriction on members of the Company’s senior management team to the extent such request is made by the Employee in writing and provided that any exception must be approved by IAC in its sole discretion so long as IAC beneficially owns 15% or more of the voting interests in the Company.

Sale and Transfer Restrictions. The Employee acknowledges and agrees that (i) the Employee will sell no more than 7% of his total shareholding, as part of the IAC investment pursuant to the Transaction Agreement and the exercise by IAC of its warrant (the “Warrant”) to purchase the amount of shares required for IAC to hold in the aggregate 51% of fully diluted shares of the Company (the “IAC investment”) and an offering of securities by the Company on the Nasdaq National Market (“the IPO”), and (ii) the Employee will further be restricted to sell in the aggregate (i.e., including the 7% or less portion sold as part of the IAC investment and the IPO) no more than 1512% of his total shareholding (the “1512% Restriction”) during the three years following the IPO or three years following the exercise of the Warrant in the event there is no IPO (the “Sale Limit Period”). In the event of a Termination of this Agreement for any reason, whether by the Company or the Employee, then the Sale Limit Period applicable to the Employee will end upon the earlier of (a) the date which is three years following the IPO or the three years following the exercise of the Warrant in the event there is no IPO, if and as applicable, and (b) the date which is one year following the date of such Termination; provided, that following the Effective Date, the Company and IAC will discuss and consider in good faith potential individual exceptions to the 1512% Restriction on members of the Company’s senior management team to the extent such request is made by the Employee in writing and provided that the any exception must be approved by IAC in its sole discretion so long as IAC beneficially owns 15% or more of the voting interests in the Company. Notwithstanding the foregoing, if the Employee Terminates the Agreement with Good Reason or the Company Terminates without Cause, the Sale Limit Period will end if: (i) there are no outstanding claims by the Company or IAC against the Employee or Purple Mountain for a Qualifying Structure Contract Breach (as defined in Section 6(f)), a breach of the Employee Obligations Agreement or the Transfer Agreement, (ii) the Company and the Employee have entered into a mutually acceptable general release of claims and (iii) the Employee has requested in writing to be on or continue to remain on the Board of Directors and the Company does not nominate him to be on the Board of Directors.